Florida Limited Liability Company: Forms and Practice Manual

Florida Limited Liability Company: Forms and Practice Manual

Prominent Florida attorneys have drawn from their extensive experience to bring you strategies and forms for virtually every situation you may encounter in this newly revised two-volume Manual featuring a bonus CD with more than 180 electronic forms.

This extensive, updated manual, with its more than 1,260 pages of valuable content, will help you stay current and efficient by providing appropriate statutes and regulations – complemented by thorough discussions and analyses of any changing federal and Florida state laws. Plus, you’ll be expertly guided through an extensive selection of appropriate LLC forms using an easy-to-follow format. Included are electronic customizable forms, and explanations and planning strategies for the LLC business structure. 

In addition to the shift in focus, the Manual addresses changes from the “Florida LLC Glitch Bill” which was adopted in 2015 and includes:

• Annual reporting obligations and the impact of failing to file
• Alternative operating agreement amendment provisions
• Issues associated with distributions to address taxes on allocated income
• Certain special issues for LLCs taxed as S Corporations
• Using life insurance to support buy-out provisions
• Addressing attorney-client privilege issues in sales of LLCs
• Special rules relating to UCC Article 8 in connection with secured financing transactions
• Revised Appendices A and B, providing sample operating agreements.
• Updated Check-the-Box statutes (Appendix H) and comparison chart of state fees and filing information (Appendix M). 

Nelson T. Castellano, J. Eric Taylor and Gary I. Teblum are with the law firm of Trenam, Kemker, Scharf, Barkin, Frye, O’Neill and Mullis, P.A., in Tampa, Florida. Mr. Castellano is a former co-chair of the firm’s Business Transactions practice group, and works regularly with business entities in connection with capitalization and financing transactions, private placements and mergers and acquisitions. Mr. Taylor chairs the firm’s Private Client Services Practice Group, and has significant experience in the use of business entities for family succession, business planning and tax planning purposes. Mr. Teblum co-chairs the firm’s Business Transactions practice group, representing business entities in all stages of their operations, including formation, capitalization and financing, business contracts, executive compensation, governance and mergers and acquisitions, and served as one of the core members of the drafting committee for the recently enacted Florida Revised Limited Liability Company Act.

» View Full Table of Contents [PDF]

SUMMARY TABLE OF CONTENTS

PART I: ORGANIZATION

Chapter 1: Introduction

Chapter 2: Formation and Organization

PART II: OPERATIONS

Chapter 3: The Operating Agreement

Chapter 4: Organization

Chapter 5: Limited Liability Company Capital

Chapter 6: Allocation and Distribution Provisions

Chapter 7: Management Provisions

Chapter 8: Transfer and Buy-Sell Provisions

Chapter 9: Dissolution

Chapter 10: Books, Records, and Accounting

PART III: MISCELLANEOUS

Chapter 11: Admitting New Members: Reorganization and Constituent Change Transactions

Chapter 12: Transacting Interstate Business

Chapter 13: Professional Limited Liability Companies

Chapter 14: Miscellaneous Forms

PART IV: APPENDICES

PART V: LLP AND LLC CASES

PART VI: INDICES